Mr. Ben Lui reports
YORKTON EQUITY GROUP INC. ANNOUNCES CLOSING OF SHARE ACQUISITION OF PROPERTY MANAGEMENT COMPANY
Yorkton Equity Group Inc. has finalized and closed on the acquisition that was previously announced on July 2, 2026, and updated on Sept. 2, 2026, of all the outstanding Class A common shares of Lui International Group Inc., operating as Yorkton Management, by way of a share purchase agreement dated July 1, 2026, as amended, with the company, YM, Ben Lui (the chief executive officer, director and majority shareholder of the company) and a family member who is not a related party.
In accordance with the terms outlined in the share purchase agreement, as amended, and in consideration for the YM shares, the company issued to the vendors an aggregate of 8,340,485 common shares of the company at an amended deemed price of 10 cents per common share based on the aggregate fair market value of $700,000, subject to final closing adjustments in the amount of $134,048.59 for a total purchase price of $834,048.59. Mr. Lui as a related party received 4,253,647 common shares.
The company has received approval from the TSX Venture Exchange for closing the transaction. No finders' fees were paid in connection with the transaction.
Related-party transaction
Mr. Lui is the chief executive officer, director and majority shareholder of the company. Accordingly, the transaction is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special transactions). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. In particular, the company has determined that the exemption set out in paragraph (b) in Section 5.5 of MI 61-101 is applicable since the company is only listed on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemption, the independent directors have determined that the exemption set out in paragraph (1)(a) in Section 5.7 of MI 61-101 is applicable in that the fair market value of the YM shares and the fair market value of the consideration does not exceed 25 per cent of the company's market capitalization.
The company did not file a material change report more than 21 days before the expected closing of the transaction as the details were not finalized until immediately prior to the closing and the company wished to close the transaction as soon as practicable for sound business reasons.
Early warning report
Mr. Lui announces pursuant to the early warning requirements of National Instrument 62-103 that, effective on Sept. 1, 2026, Mr. Lui acquired 4,253,647 common shares of the company at an amended deemed price of 10 cents per common share pursuant to the transaction.
Mr. Lui, directly or indirectly, currently owns or controls 82,511,845 (or 73.26 per cent) of the 112,628,074 issued and outstanding common shares, which trade on the facilities of the TSX Venture Exchange under the trading symbol YEG, on a non-diluted basis.
Prior to the transaction, Mr. Lui, directly or indirectly, owned 82,511,845 common shares, 325,000 stock options and 2,088 unsecured convertible debentures of the company (which convert to 10.44 million common shares at 20 cents per common share). If all stock options and unsecured convertible debentures are exercised, Mr. Lui will own, directly or indirectly, 93,276,845 common shares or 75.59 per cent of the then issued and outstanding common shares, on a partially diluted basis.
Upon completion of the transaction, Mr. Lui, directly or indirectly, will own 86,765,492 common shares, 325,000 stock options and 2,088 unsecured convertible debentures of the company (which convert to 10.44 million common shares at 20 cents per common share). If all stock options and unsecured convertible debentures are exercised, Mr. Lui will own, directly or indirectly, 97,530.492 common shares or 74.04 per cent of the issued and outstanding common shares, postclosing, on a partially diluted basis.
Other than outstanding stock options and convertible debentures held by Mr. Lui, Mr. Lui has no further rights to acquire any other securities of the company. Depending on the market and other conditions, Mr. Lui will evaluate the investments in the company, and may increase or decrease the investments by future acquisitions and dispositions of common shares at his discretion, as circumstances warrant.
A copy of the early warning report is available under the company's SEDAR+ profile.
About Yorkton Equity Group Inc.
Yorkton Equity is a growth-oriented real estate investment company committed to providing shareholders with growing assets through accretive acquisitions, organic growth and the active management of multifamily rental properties with significant upside potential. Its current geographical focus is in Alberta, supported by a diversified and growing economy and strong population in migration. Its business objectives are to achieve growing net operating income and asset values in its multifamily rental property portfolio in strategic markets across Western Canada.
The management team at Yorkton Equity has well over 35 years of prior real estate experience in acquiring and managing rental assets.
We seek Safe Harbor.
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